Under the Euro Medium Term Note Programme ... - Finance - EDF

Taxation
provisions of an applicable tax treaty), by virtue of Article 125 A III of the French
General Tax Code.
Furthermore, interest and other revenues on such Notes may not be deductible from
the Issuer's taxable income, if they are paid or accrued to persons domiciled or
established in a Non-Cooperative State or paid in such a Non-Cooperative State.
Under certain conditions, any such non-deductible interest and other revenues may
be recharacterised as constructive dividends pursuant to Article 109 of the French
General Tax Code, in which case such non-deductible interest and other revenues
may be subject to the withholding tax set out under Article 119 bis of the French
general tax code, at a rate of 30 per cent. or 55 per cent.
Notwithstanding the foregoing, the Law provides that neither the 50 per cent.
withholding tax set out under Article 125 A III of the French General Tax Code nor
the non-deductibility will apply in respect of a particular issue of Notes if the Issuer
can prove that the principal purpose and effect of such issue of Notes was not that of
allowing the payments of interest or other revenues to be made in a Non-Cooperative
State (the "Exemption"). Pursuant to the ruling (rescrit) n°2010/11 (FP and FE) of
the French tax authorities dated 22 February 2010 and the French tax authorities'
guidelines n°14-A-5-12 dated 10 May 2012, an issue of Notes will benefit from the
Exemption without the Issuer having to provide any proof of the purpose and effect of
such issue of Notes if such Notes are:
(i) offered by means of a public offer within the meaning of Article L.411-1 of the
French Monetary and Financial Code or pursuant to an equivalent offer in a State
which is not a Non-Cooperative State. For this purpose, an "equivalent offer" means
any offer requiring the registration or submission of an offer document by or with a
foreign securities market authority; or
(ii) admitted to trading on a regulated market or on a French or foreign multilateral
securities trading system provided that such market or system is not located in a
Non-Cooperative State, and the operation of such market is carried out by a market
operator or an investment services provider, or by such other similar foreign entity,
provided further that such market operator, investment services provider or entity is
not located in a Non- Cooperative State; or
(iii) admitted, at the time of their issue, to the clearing operations of a central
depositary or of a securities clearing and delivery and payments systems operator
within the meaning of Article L.561-2 of the French Code Monetary and Financial
Code, or of one or more similar foreign depositaries or operators provided that such
depositary or operator is not located in a Non-Cooperative State.
Payments of interest and other revenues with respect to Notes which are assimilated
(assimilables for the purpose of French law) and form a single series with Notes
issued before 1 March 2010 with the benefit of Article 131 quater of the French
General Tax Code, will be exempt from the withholding tax set out under Article 125
A III of the French General Tax Code.
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